Orion capital restructure and posting of circular
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Orion capital restructure and posting of circular










Linked unitholders are advised that Orion's board of directors ("the Board") made an application to the JSE Ltd. ("JSE") to obtain REIT status, which application was approved by the JSE and will be effective from 10 April 2015. The JSE REIT approval process included confirmations and undertakings by the Board that the company will comply with section 13 of the JSE Listings Requirements ("Listings Requirements") in order for the company to secure and retain its REIT status. In this regard, the Board has proposed converting the company's current linked unit capital structure to an all share structure.

Linked unitholders are advised that the company has on Monday, 13 April 2015 posted or otherwise distributed a circular to linked unitholders (the "circular") relating to: the capital restructure, which includes:
* the conversion of the company's current linked unit capital structure to an all share structure by:
** the proposed amendment to the Orion Debenture Trust Deed to permit the delinking, cancellation and capitalisation of the Orion debentures;
** the proposed delinking of each Orion ordinary par value share from an Orion debenture so as to no longer constitute a linked unit;
** the proposed cancellation of each debenture, for no consideration, to be effected by way of a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, 2008 (Act 71 of 2008) ("the Companies Act"), ("Scheme"), which will take effect on the scheme operative date which is expected to be on 29 June 2015;
** the proposed capitalisation of an amount equal to the issue price of each debenture from an accounting perspective for purposes of financial reporting in accordance with IFRS to form part of the stated capital attributable to the ordinary shares that have been issued by Orion;
** termination of the Orion Debenture Trust Deed; and
** the conversion of Orion par value shares to Orion no par value shares.
* the amendment of Orion's Memorandum of Incorporation ("MoI") to reflect the change in Orion's capital structure, (collectively the "transaction").

The circular contains a notice convening a general meeting of Orion debenture holders which will be held at 10:00 on Thursday, 14 May 2015 at the registered office of Orion at 16th Floor, Orion House, 49 Jorissen Street, Braamfontein, for the purpose of considering and, if deemed fit, passing, with or without modification the resolutions required to approve the transaction. The circular further contains a notice convening a general meeting of Orion shareholders which will be held at the later of 10:30 or 10 minutes after the completion of the general meeting of Orion debenture holders on Thursday, 14 May 2015 at the registered office of Orion at 16th Floor, Orion House, 49 Jorissen Street, Braamfontein, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions required to approve the transaction. This circular is also available on the company's website at www.oriongroup.co.za, and copies of the circular may also be obtained at the company's registered office as set out above.

Conditions precedent to the Scheme
The Scheme will be subject to the fulfilment of the following conditions precedent:
* the approval of the Scheme by the requisite majority of linked unitholders, as contemplated in section 115(2) of the Companies Act; and
** to the extent required, the approval of the implementation of such resolution by the Court as contemplated in section 115(3)(a) of the Companies Act; and
** if applicable, the company not treating the aforesaid resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act;
* the requisite majority of debenture holders, at the general meeting of Orion debenture holders, approving the relevant resolutions required to authorise:
** the amendment to the Debenture Trust Deed;
** the delinking of each of the company's ordinary shares from a debenture so as to no longer constitute a linked unit;
** cancellation of the debentures;
** capitalisation of the debentures to form part of Orion's stated capital account; and
** the termination of the Debenture Trust Deed, without payment or other compensation to debenture holders;

* the requisite majority of shareholders, at the general meeting of Orion shareholders, approving the relevant resolutions required to authorise:
** the delinking of each of the company's ordinary shares from a debenture so as to no longer constitute a linked unit;
** cancellation of the debentures and the termination of the Debenture Trust Deed;
** capitalisation of the debentures to form part of Orion's stated capital account;
** conversion of the authorised Orion par value shares to Orion no par value shares;
** conversion of the issued Orion par value shares to Orion no par value shares; and
** the MoI amendments, as detailed in the circular;

* all applicable regulatory and statutory approvals are obtained. The conditions precedent have been inserted in the company's favour. Where such condition precedent is capable of being waived, the company may waive such resolution, in its sole discretion, at any time prior to the fulfilment thereof.

Salient Dates and Times
The salient dates and times relating to the transaction are set out below.
* Record date in order to receive circular (together with the notices convening the general meeting of Orion debenture holders and the general meeting of Orion shareholders) : Friday, 27 March
* Circular (together with the notices convening the general meeting of Orion debenture holders and the general meeting of Orion shareholders) posted on Monday, 13 April
* Announcement relating to the issue of the circular (together with notices convening the general meeting of Orion debenture holders and the general meeting of Orion shareholders) released on SENS on Monday, 13 April
* Announcement relating to the issue of the circular (together with the notices convening the general meeting of Orion debenture holders and the general meeting of Orion shareholders) published in the press on Tuesday, 14 April
* Last day to trade in order to be eligible to vote at the general meeting of Orion debenture holders and the general meeting of Orion shareholders : Thursday, 30 April
* Voting record date : Friday, 8 May
* Last day to lodge forms of proxy for the general meeting of Orion debenture holders (by 10:00) : Tuesday, 12 May
* Last day to lodge forms of proxy for the general meeting of Orion shareholders (by 10:30) : Tuesday, 12 May
* General meeting of Orion debenture holders held at 10:00 on Thursday, 14 May
* General meeting of Orion shareholders held at the later of 10:30 or 10 minutes after the completion of the general meeting of Orion debenture holders on Thursday, 14 May
* Results of the general meeting of Orion debenture holders and the shareholders' general meeting released on SENS on Thursday, 14 May
* Special resolutions submitted to CIPC for filing on Thursday, 14 May
* Results of the general meeting of Orion debenture holders and the general meeting of Orion shareholders published in the press on Friday, 15 May
* Last date on which linked unitholders can make application to court in terms of section 115(3)(a) of the Companies Act if the scheme is approved by linked unitholders at the general meetings but with sufficient opposing votes that linked unitholders may require the company to obtain court approval for the scheme as contemplated in section 115(3)(a) : Thursday, 28 May
* Last date for Orion to give notice of adoption of the special resolution approving the Scheme to unitholders objecting to the special resolution on Thursday, 28 May
* If no linked unitholders exercise their rights in terms of section 115(3)(a) of the Companies Act Special resolutions expected to be registered by CIPC on or before Wednesday, 10 June
* Finalisation date announcement expected to be released on SENS on Thursday, 11 June
* Finalisation date announcement expected to be published in the press on Friday, 12 June
* Expected last day to trade in existing linked units on the JSE prior to the delinking of the linked units and the capitalisation of the debentures on Friday, 19 June
* Trading in delinked ordinary shares under the new ISIN: ZAE000201695 and the existing code of "ORE" commences on Monday, 22 June
* Expected suspension of listing of linked units on the JSE : Monday, 22 June
* Expected scheme implementation record date for the delinking of the linked units and the capitalisation of the debentures at the close of business on Friday, 26 June
* Expected scheme operative date : Monday, 29 June
* Expected date dematerialised shareholders will have their accounts updated at their CSDP or broker on Monday, 29 June
* Expected date of issue of new replacement share certificates provided that the old linked unit certificates have been surrendered by 12:00 on Friday, 26 June 2015 (any certificated linked units surrendered after this date will be replaced within five business days after receipt by the transfer secretaries) : Monday, 29 June
* Expected termination of listing of linked units (at the commencement of trade) : Monday, 29 June





2015-04-13 17:55:31

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